3//SEC Filing
MERCK SHARP & DOHME CORP. 3
Accession 0000899243-21-009725
CIK 0001807901operating
Filed
Mar 3, 7:00 PM ET
Accepted
Mar 4, 6:06 AM ET
Size
10.9 KB
Accession
0000899243-21-009725
Insider Transaction Report
Form 3
Merck & Co., Inc.
10% Owner
Holdings
- 0(indirect: See Footnotes)
Common Stock, par value $0.001
- (indirect: See Footnotes)
Stock Option (right to buy)
→ Common Stock, par value $0.001 (0 underlying)
MERCK SHARP & DOHME CORP.
10% Owner
Holdings
- 0(indirect: See Footnotes)
Common Stock, par value $0.001
- (indirect: See Footnotes)
Stock Option (right to buy)
→ Common Stock, par value $0.001 (0 underlying)
Footnotes (4)
- [F1]This Form 3 is being filed solely due to the entry by Merck Sharp & Dohme Corp. ("Parent") and Panama Merger Sub, Inc. ("Purchaser") into Tender and Support Agreements (each, a "Support Agreement") with certain stockholders of Pandion Therapeutics, Inc. (the "Company"). The Support Agreements were entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 24, 2021, by and among the Parent, Purchaser and the Company. For additional information regarding the Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on March 4, 2021 (the "Schedule 13D").
- [F2]Purchaser is a direct wholly-owned subsidiary of Parent and Parent is a direct wholly-owned subsidiary of Merck & Co., Inc. ("Merck", and together with Parent, the "Reporting Persons"). As a result of certain provisions contained in the Support Agreements, the Reporting Persons may be deemed to have beneficial ownership of the shares of common stock covered by the Support Agreements and beneficially owned by the stockholders party thereto (an aggregate of 11,776,706 shares, which represent approximately 39.99% of the Company's total outstanding shares as of the close of business on February 24, 2021, based on the representations made by the Company in the Merger Agreement) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).
- [F3]Each of the Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that the Reporting Persons are the beneficial owners of any securities reported in this Form 3.
- [F4]Generally, upon the exercise of any security convertible or exchangeable for any common stock of the Company by the stockholders party to the Support Agreements, such shares of common stock acquired upon exercise thereof shall be subject to the Support Agreements and the Reporting Persons may be deemed to have beneficial ownership of such additional shares of common stock, if any. The Reporting Persons expressly disclaim any beneficial ownership of the securities reported herein, and the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Support Agreements.
Documents
Issuer
Pandion Therapeutics, Inc.
CIK 0001807901
Entity typeoperating
IncorporatedNJ
Related Parties
1- filerCIK 0000064978
Filing Metadata
- Form type
- 3
- Filed
- Mar 3, 7:00 PM ET
- Accepted
- Mar 4, 6:06 AM ET
- Size
- 10.9 KB